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Exhibit 10.1
STOCK PURCHASE AGREEMENT
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THIS AGREEMENT, made and entered into this 30th day of December,
2004,
by and between THE RESOURCING SOLUTIONS GROUP,INC, a Nevada
corporation
(hereinafter called the "Seller"), ASMARA SERVICES I, INC., a
North Carolina
corporation (the "Corporation"), and PACEL CORP., a Virginia
corporation
(hereinafter called the "Buyer").
WITNESSETH:
WHEREAS, Seller owns, of record and beneficially, all of the
issued and
outstanding shares of stock of Corporation; and
WHEREAS, the Seller desires to sell to the Buyer, and the
latter
desires to purchase from Seller, all of the shares of stock of
Corporation
issued and outstanding at closing; and
WHEREAS, the parties desire to stipulate all of the terms,
conditions
and covenants of such purchase and sale;
NOW, THEREFORE, in consideration of the premises, the
representations,
warranties and mutual covenants contained herein, IT IS
AGREED:
ARTICLE I
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REPRESENTATIONS AND WARRANTIES OF SELLER
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The Seller represents, warrants, covenants and agrees that
the
following are true and correct on the date hereof and will
continue true and
correct on each day through the closing date as though made as
and of such date:
1.1 Organization and Qualification. The Corporation is duly
organized and existing under the laws of the state of North
Carolina and has all
necessary legal and corporate authority required to own, lease
and operate its
assets and properties and carry on its business at and in the
place(s) where
such business is now conducted and such properties are now
owned, leased or
operated, and it is duly qualified to do business and is in good
standing in
every jurisdiction in which its ownership or leasing of real
property or the
nature of the business conducted by it makes such qualification
necessary.
1.2 Capital Stock. The authorized capital stock of the
Corporation
consists solely of 100,000 shares of no par value common stock
of which 100
shares are issued and outstanding. All of the issued and
outstanding shares are
duly and validly issued, fully paid and non assessable and were
not issued in
violation of any preemptive or similar right.
<PAGE>
1.3 Options, Etc. There are no outstanding options,
warrants,
rights, contracts or agreements of any kind for the issuance
(upon conversion,
exercise or otherwise) or sale of any additional shares of
capital stock of the
Corporation or for the issuance or sale of any other securities
or obligations
of the Corporation or for the purchase from the Corporation of
any of its
shares. Seller has ownership and control, both legally and
beneficially, of all
of the issued and outstanding capital stock of the Corporation
and no other
person or entity, including but not limited to Engineered
Structural Systems,
Inc., has any ownership right or claim with respect thereto.
1.4 Stockholders. Seller owns of record and beneficially 100
shares of the issued and outstanding capital stock of the
Corporation, which
constitutes one hundred percent (100%) of the outstanding
capital stock of the
Corporation and all said shares are owned by Seller free and
clear of any
pledge, lien, encumbrance or agreement of any kind restricting
transfer or sale.
Seller is not subject to any restriction restricting the
transfer contemplated
by this Agreement; and Seller has valid and marketable title to
the shares held
by him, with full legal right, power and authority to execute,
deliver and
perform his obligations under this Agreement and to transfer and
deliver his
shares of the Corporation to Buyer in the manner provided by
this Agreement.
1.5 Affiliates. The Corporation owns 99% of N.C.S. LLC a
North
Carolina Limited Liability Company.
1.6 Liabilities. Except as shown on the Balance Sheets, the
Corporation has no liability or obligation, absolute or
contingent, known or
unknown, which is not reflected, reserved against or provided
for to the full
extent thereof on the Balance Sheets. There are no wages,
bonuses, commissions,
loans or other amounts due or payable by the Corporation to
Seller or any
affiliate of Seller or to other employees of the
Corporation.
1.7 Taxes. The Federal income tax returns of the Corporation
have
been filed or will be filed for all periods to and including
December 2003, and
all taxes shown on said returns have been paid or provided for
in the latest
Balance Sheet. The Corporation is not delinquent in the filing
of any federal or
any state or local tax returns or reports and all taxes shown on
said returns or
due for any period prior to closing, including returns not yet
filed, have been
paid or accrued for in the latest Balance Sheet; and, with
regard to such
returns or reports, the examination of which has been concluded
by the
appropriate governmental authority, all assessments and
deficiencies or
increases proposed have either been paid or are included in the
liabilities or
accruals for taxes provided for in the latest Balance Sheet. Any
and all
assessments and deficiencies or increases proposed as a result
of any and all
examinations or audits of any returns concluded by any taxing
authority have
either been paid or are included in the liabilities or accruals
for taxes
provided for in the latest Balance Sheet.
1.8 Litigation and Proceedings. There are no actions, suits,
proceedings or investigations pending or threatened against the
Corporation at
law or in equity or before any governmental department,
commission, board,
agency or instrumentality, and there have been no occurrences
prior to Closing
which could result in any action, suit, proceeding or
investigation. The
Corporation is not
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in default with respect to or bound by any order, injunction or
decree of any
court, governmental department, commission, board, agency or
instrumentality.
Seller has no knowledge or reasonable basis for knowledge of any
threatened
actions, suits, proceedings or investigations pending against
the Corporation at
law or in equity or before any governmental department,
commission, board,
agency or instrumentality.
1.9 Adverse Agreements. Neither the Corporation nor the Seller
is
a party to any contract or agreement which will survive the
Closing, nor is the
Corporation subject to any charter provision or other legal
restriction that
prevents or restricts complete fulfillment of all the terms and
conditions of
this Agreement or compliance herewith or which materially and
adversely affects
the business, property, assets or condition, financial or
otherwise, of the
Corporation.
1.10 Absence of Certain Changes or Events. Since the latest
Balance
Sheet Date, the Corporation has not (i) borrowed or agreed to
borrow any funds
or incurred, or become subject to, any obligation or liability,
absolute or
contingent; (ii) paid any obligation or liability (absolute or
contingent) other
than current liabilities reflected as shown in the latest
Balance Sheet provided
pursuant to this Agreement and current liabilities incurred
since that date in
the ordinary course of business; (iii) mortgaged, pledged or
subjected to lien,
charge or encumbrance any of its assets, real or personal,
tangible or
intangible, or canceled any of its debts or claims, except in
each case, in the
ordinary course of business; (iv) suffered any losses or waived
or released any
rights of value, (v) issued or delivered or contracted to issue
or deliver any
stocks, bonds or other corporate securities, or granted or
agreed to grant any
options (including employee stock options) or warrants calling
for the issue
thereof; (vi) increased, decreased or reclassified its capital
stock or amended
its Articles or Bylaws; (vii) declared or made or agreed to
declare or make any
payment of dividends or distributions of any assets of any kind
whatsoever to
stockholders (except as herein specifically set forth), or
redeemed or purchased
or agreed to purchase or redeem, any shares of its stock; (viii)
made any
accrual or arrangement for a payment of bonuses or special
compensation of any
kind or any severance or termination pay to any present or
former officer or
employee; (ix) declared any compensation payable or to become
payable to any of
its officers or employees or adopted any profit sharing, bonus,
deferred
compensation, insurance provision, retirement or any other
employee benefit
plan, payment or arrangement for or with any such officers or
employees; or (x)
entered into any other transaction, except as contemplated by
this Agreement.
1.11 Scheduled Property. The Corporation does not own or lease
any
real or tangible personal property. The Corporation has and on
the closing date
will have good and marketable title to all of its properties and
assets
reflected in the Closing Financial Statements free and clear of
all defects,
liens, encumbrances, claims or rights of third parties.
1.12 Material Change. Since the Balance Sheet Date, there has
not
been:
(a) Any change in the Corporation's business or in its
condition, financial or otherwise, other than changes in the
ordinary course of
business, none of which is materially adverse;
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(b) Any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting the
ability of the
Corporation to conduct its business; or any other damage,
destruction or loss of
any material nature;
(c) Any labor dispute or any event or condition of any
character materially and adversely affecting the business of the
Corporation;
(d) Any event or condition of any character, materially
and adversely affecting the Corporation's business, prospects or
state
unemployment tax rate.
1.13 Contracts, Leases, Etc. The Corporation has no existing
contracts (whether written or oral) of any nature except through
its subsidiary
N.C.S. LLC which has a contractual right to provide Workers
Compensation
Insurance through the Phoenix Fund. The Corporation has
performed in all
material respects all obligations required to be performed by it
and is not in
default in any material respect, under any previous agreement,
obligation or
other commitment (oral or written), leases or license agreements
or franchise
agreements to which it was a party or to which it was bound. The
Corporation is
not a guarantor or secondarily liable for the payment of any
debt, liability or
dividend.
1.14 Compliance With Laws. The Corporation has complied with
all
laws, regulations, ordinances and orders applicable to its
businesses and
properties, and no notice has been given to the Corporation
claiming any
violation thereof.
1.15 Conduct of Business. Pending closing and except as may
first
be approved by Buyer in writing, or as is otherwise permitted by
this Agreement.
(a) The business of the Corporation will be conducted
only in its ordinary course and the character of such business
shall not be
changed nor any different business undertaken;
(b) No material contract, commitment or understanding of
any kind will be entered into by and on behalf of the
Corporation;
(c) No material business decision or action shall be made
or taken;
(d) The Corporation and the Seller will duly comply and
act in accordance with the provisions of the representations and
warranties
contained in this Agreement.
(e) Consents. No consents of any person will be required
in order effectively to preserve to the Corporation the rights
and benefits it
is currently entitled to after closing or in order to close the
transactions
contemplated hereby.
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1.16 Governmental Authorization. The Corporation has all
licenses,
franchises, permits and other governmental authorizations that
are required in
connection with its business as conducted on the date
hereof.
1.17 Disclosure. No statement of fact by Seller in this
Agreement
or in any statement furnished or to be furnished to Buyer
pursuant hereto or in
connection with any transaction contemplated hereby contains or
will contain any
untrue statement of a material fact or will omit to state a
material fact
necessary to make the statements herein or therein not
misleading.
1.18 Stock. Seller hereby represents and warrants that the
original
certificates evidencing the issued and outstanding shares of
Corporation have
been transferred in accordance with the laws of North Carolina
to buyer.
ARTICLE II
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REPRESENTATIONS AND WARRANTIES OF BUYER
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Buyer represents, warrants, covenants and agrees that the
following are
true and correct on the date hereof and will continue true and
correct on the
closing date as though made as and of such date:
2.1 Status. Buyer is a corporation, not a minor, not in the
military service and is compis mentis.
2.2 Restrictions. Buyer is not subject to any restrictions
contained in any agreement or decree which would prevent the
consummation of the
transactions contemplated by this Agreement, nor will such
transactions result
in the breach of any term or provision or constitute a default
under any such
document.
2.3 Authorization. This Agreement has been duly approved by
Buyer.
ARTICLE
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